**EXHIBIT
      4.02**








SPECIMEN
      CONVERTIBLE PREFERRED STOCK CERTIFICATE





[Front
      of
      Certificate]





NUMBER
            SHARES





COLONIAL
      COMMERCIAL CORP.


INCORPORATED
      UNDER THE LAWS OF THE STATE OF NEW YORK








SEE
      REVERSE FOR CERTAIN DEFINITIONS





CUSIP





THIS
      CERTIFIES THAT











is
      the
      owner of





FULLY
      PAID AND NON-ASSESSABLE SHARES OF CONVERTIBLE PREFERRED STOCK OF THE PAR VALUE
      OF $.05 EACH, OF





COLONIAL
      COMMERCIAL CORP.





transferable
      on the books of the Corporation by said owner in person or by his duly
      authorized attorney upon surrender of this Certificate properly endorsed. This
      Certificate and the shares represented hereby are issued and shall be held
      subject to all of the provisions of the Certificate of Incorporation, as
      amended, of the Corporation (a copy of which is on file at the office of the
      Corporation), to all of which the holder of this Certificate, by acceptance
      hereof, assents.





This
      Certificate is not valid until countersigned and registered by the Transfer
      Agent and Registrar.





WITNESS
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.





Dated:


PRESIDENTSECRETARY


Countersigned:







[Back
      of
      Certificate]





The
      Corporation will furnish to any shareholder upon request and without charge,
      a
      full statement of the designation, relative rights, preferences and limitations
      of the shares of each class authorized to be issued.





The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:





TEN
                COM
            --
            as
                tenants in commonTEN
                ENT
            --
            as
                tenants by the entiretiesJT
                TEN
            --
            as
                joint tenants with right of survivorship and not as tenants in
                common




UNIF
                GIFT MIN ACT
            --
            
            Custodian(Cust)
            
            (Minor)underUniform
                Gift toMinorsAct(State)





Additional
      abbreviations may also be used though not in the above list.





FOR
      VALUE
      RECEIVED, ___________ hereby sell, assign and transfer unto





PLEASE
      INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
      NUMBER OF ASSIGNEE





PLEASE
                PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
                ASSIGNEE)


Shares
      of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint _________________________ Attorney to
      transfer the said stock on the books of the within-named Corporation with full
      power of substitution in the premises.





Dated









NOTICE:
      The Signature to this assignment must correspond with the name as written upon
      the face of the Certificate, in every particular, without alteration or
      enlargement, or any change whatever.